In 50/50 ownership of business, who can make the final decision?

Asked almost 4 years ago - Winter Park, FL

Hi,

My partner and I both own 50% of our company (S Corp). We had an offer to do a joint venture which I agreed with but she is against it. Since we are both 50% owners, who makes the final decision?
Also, can I force him to sell me his shares, or to buy me out, or can i move forward and dissolve the company?

Thank you for your help.

Additional information

Thank you for your answer Keith. The S corp is a Florida corp. We started with a shareholders agreement but it was never finish and signed.

Attorney answers (3)

  1. Keith Dennis Skorewicz

    Contributor Level 8

    Answered . You did not mention that you had a shareholder agreement, but if you did those terms would be a good starting point. Also, you did not mention if the corporation was indeed a Florida corporation, the laws governing business organizations of the state of incorporation is critical. The laws of the states vary on how to resolve a deadlock. You may have leverage over you business partner in other ways that may not be aware of. You should consider contacting a lawyer for a more through discussion.

    Consistent with the AVVO terms of use, this response does not create an attorney client relationship.

  2. Marshall C Deason Jr.

    Pro

    Contributor Level 20

    Answered . The answer to your question may be in your articles of incorporation, your bylaws, or your shareholders' agreement. You should consult with an experienced business lawyer in your area to help you decide on the best course of action for you to take.

    Disclaimer: This answer is provided for informational purposes only, does not constitute legal advice, and does not create an attorney-client relationship. Actual legal advice can only be provided after completing a comprehensive consultation in which all of the relevant facts are discussed and reviewed.

  3. Steven W. Ledbetter

    Pro

    Contributor Level 12

    Answered . In a properly set up corporation, your bylaws, articles of incorporation, or a shareholder agreement would indicate how these types matters are resolved. If you do not have these documents in place, then you'll have to look at the FL statute.

    It sounds like you are at odds with your partner, though, and these are not simple matters if you do not have planning/documentation already in place. I highly recommend an initial consult with a Florida licensed attorney to help provide some guidance.

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